Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
QUIPP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2306191
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
4800 N.W. 157th Street
Miami, Florida 33014-6434
(Address of Principal Executive Offices) (Zip Code)
Quipp, Inc. 1996 Equity Compensation Plan
(Full title of the plan)
Ralph M. Branca
President and Chief Executive Officer
Quipp, Inc.
4800 N.W. 157th Street
Miami, Florida 33014-6434
(Name and address of agent for service)
(305) 623-8700
(Telephone number, including area code, of agent for service)
Copies to:
Alan Singer, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed Proposed
maximum maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
<S> <C> <C> <C> <C>
Common Stock, $.01 400,000(2) $ (1) $4,455,625 $1,536.43
par value
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<FN>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based upon the price at which
options may be exercised (167,500 shares at $11.875 and 15,000 shares at $12.1875) or, where such price
is not known and with respect to other types of issuances that may be made under the plan, the average of
the high and low prices of the Company's Common Stock, as reported on the Nasdaq National Market, of
$10.50 per share on June 18, 1996.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such
additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital adjustments.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Quipp, Inc. (the
"Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 are incorporated
in this registration statement by reference:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. The Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1996.
3. The description of the Registrant's shares of Common
Stock, $.01 par value (the "Common Stock"), contained in the
Registration Statement on Form 8-A, filed by the Company with the
Securities and Exchange Commission on August 6, 1986 to register
such securities under the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Experts
The consolidated financial statements of the Registrant as
of December 31, 1995 and for each of the years in the three-year
period ended December 31, 1995, included in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, have been incorporated by reference in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing. To the extent that KPMG Peat Marwick
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LLP audits and reports on financial statements of the Registrant
issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by
reference in the registration statement in reliance upon their
report and said authority.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act
empowers a corporation, subject to certain limitations, to
indemnify any person who was or is a party to any proceeding by
reason of the fact that he or she was or is a director, officer,
employee or agent of the corporation, against liability and
expenses actually and reasonably incurred by him or her in
connection with such proceeding, including any appeal thereof, if
such party acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to a criminal action or
proceeding, had no reasonable cause to believe his or her conduct
to have been unlawful.
Article VII of the Registrant's Bylaws provides for
indemnification to present and past directors and officers of the
Registrant against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred as a result of such
person's being a party to, or threatened to be made a party to
(which shall include the giving of testimony or similar
involvement), any threatened, pending or completed action, suit
or proceeding by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the
request of the Registrant as a director, officer, employee or
agent of another enterprise, if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Registrant, and, with respect to any
action or criminal proceedings, had no reasonable cause to
believe his or her conduct was unlawful. Notwithstanding the
foregoing, such indemnification will not be available in an
action by or in right of the Registrant to procure a judgment in
its favor if such person has been adjudged to be liable to the
Registrant unless and only to the extent that the court in which
such proceeding was brought or any other court of competent
jurisdiction shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
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indemnity for such expenses which such court shall deem proper.
Article VII further permits the Registrant to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant or is or
was serving at the request of the Registrant as a director,
officer, employee or agent of another enterprise against
liability asserted against him or her and incurred by him or her
in such capacity or arising out of his or her status as such,
whether or not the Registrant would have the power to indemnify
such person against such liability under the provisions of
Article VII.
Article VII further provides that the indemnification rights
provided under that Article shall be in addition to the
indemnification right provided pursuant to the Florida Business
Corporation Act, and shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be
entitled.
The Registrant has purchased a Directors and Officers
indemnity insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
4 Quipp, Inc. 1996 Equity Compensation Plan -
incorporated by reference to Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5)
25 Power of Attorney (contained on signature page of
this Registration Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
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1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
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Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Miami, Florida on June 19, 1996.
Quipp, Inc.
By: /s/ Ralph M. Branca
Ralph M. Branca
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ralph M. Branca,
Jack D. Finley and Louis D. Kipp and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Ralph M. Branca Director; Chief June 19, 1996
Ralph M. Branca Executive Officer
/s/ Richard H. Campbell Director June 19, 1996
Richard H. Campbell
/s/ Jack D. Finley Director June 19, 1996
Jack D. Finley
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/s/ Cristina H. Kepner Director June 19, 1996
Cristina H. Kepner
/s/ Louis D. Kipp Principal Financial June 19, 1996
Louis D. Kipp Officer and Director
/s/ William L. Rose Director June 19, 1996
William L. Rose
/s/ Mary Johnson Principal Accounting June 19, 1996
Mary Johnson Officer
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QUIPP, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
4 Quipp, Inc. 1996 Equity Compensation Plan -
incorporated by reference to Exhibit 10.5 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(contained in Exhibit 5)
25 Power of Attorney (contained on signature page
of this Registration Statement)
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EXHIBIT 5
{Letterhead of Morgan, Lewis & Bockius LLP}
June 19, 1996
Quipp, Inc.
4800 N.W. 157th Street
Miami, FL 33014-6434
Re: Quipp, Inc.
Registration Statement on Form S-8 Relating to
the Quipp, Inc. 1996 Equity Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Quipp, Inc., a Florida corporation
(the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to
400,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), issuable under the Quipp, Inc. 1996
Equity Compensation Plan (the "Plan"). We have examined such
certificates, records, statutes and other documents as we have
deemed relevant in rendering this opinion. As to matters of
fact, we have relied on representations of officers of the
Company. In our examination, we have assumed the genuineness of
documents submitted to us as originals and the conformity with
the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the shares of
Common Stock issuable under the Plan will be, when issued in
accordance with the terms of the Plan, validly issued, fully paid
and nonassessable shares of Common Stock.
The opinion set forth above is limited to the Florida Business
Corporation Act.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not
thereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the rules
or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
EXHIBIT 23.1
The Board of Directors
Quipp, Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Quipp, Inc. of our report dated March 8,
1996, relating to the consolidated balance sheets of Quipp, Inc.
and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of operation, shareholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the Form 10-K of
Quipp, Inc.
KPMG PEAT MARWICK LLP
Miami, Florida
June 18, 1996
